SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934



       Date of report (date of earliest event reported) December 11, 1998
                                                       -------------------


                            JANEX INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                    Colorado
                  --------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        33-8433-D                                       84-1034251
- ------------------------                   ------------------------------------
(Commission File Number)                   (I.R.S. Employer Identification No.)



2999 North 44th Street, Suite 225, Phoenix, Arizona      85018-7247
- ---------------------------------------------------      ----------
     (Address of Principal Executive Offices)            (Zip Code)


                                 (602) 808-8765
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)



      615 Hope Road, Building One, 1st Floor, Eatontown, New Jersey 07724
      -------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

         On December 28, 1998, Janex International,  Inc. reported that three of
its major stockholders,  Leslie Friedland, Daniel Lesnick and various trusts and
a corporation  controlled by Howard Moore, had completed the sale of their stock
under a stock purchase and sale agreement with a Phoenix,  Arizona-based company
named Futech Interactive Products, Inc. on December 11, 1998.

         Pursuant to the  agreement,  Messrs.  Friedland,  Lesnick and the Moore
entities sold all  5,219,046  shares of the common stock of Janex stock owned by
them, constituting  approximately 52% of the issued and outstanding common stock
of Janex,  to Futech for a combination of 3,750,000  shares of Futech's Series A
Preferred Stock and $750,000 in promissory  notes,  and the assumption by Futech
of certain  liabilities.  Such promissory  notes shall be due and payable on the
later to occur of (i) ninety days after the date of the stock  purchase and sale
agreement  or  (ii)  thirty  days  after  the  closing  by  Futech  of  Futech's
anticipated  reverse merger into Janex.  Futech currently intends to retire such
promissory  notes through  working  capital,  additional  bank  borrowings,  the
issuance of additional  preferred  stock or a combination of the  foregoing.  As
part of the transaction,  Futech also purchased  certain  receivables owing from
Janex to these shareholders.  In connection with the closing of the transaction,
Futech exchanged these receivables for approximately  8,000,000 shares of common
stock and 5,000,000  shares of preferred stock of Janex. As a result,  Futech is
the owner of an aggregate  of  approximately  73% of the issued and  outstanding
common stock and all of the preferred stock of Janex,  together  aggregating 79%
of the issued and outstanding capital stock of Janex.

         Also in connection  with the closing of the  transaction,  Alex Hughes,
Jr. resigned from the Board of Directors of Janex,  and Futech nominees  Vincent
W. Goett,  Frederick B. Gretsch,  Sr. and Charles M. Foley were appointed to the
Board of Directors of Janex. In addition, Vincent W. Goett became the President,
Chief  Executive  Officer and  Chairman of the Board of Janex,  Joseph K. Petter
became the Chief Operating Officer of Janex, and Frederick B. Gretsch became the
Chief Financial  Officer,  Treasurer and Secretary of Janex. It is expected that
the princl be moved to Phoenix,  Arizona.  Futech  plans to enter into a reverse
merger  with  Janex,   with  Janex  being  the  surviving  entity,  as  soon  as
practicable.

         Janex  is  a  publicly-held   company  that  manufactures  and  markets
children's   toys,  coin  and  gumball  banks,   flashlights,   battery-operated
toothbrushes  and "wet pets." Janex is traded on the  over-the-counter  bulletin
board under the symbol "JANX".

         Futech is a privately-held  company  headquartered in Phoenix,  Arizona
that designs,  publishes,  manufactures  and markets  interactive,  educational,
promotional and  entertainment  products (i.e.  books,  games and other products
with sound capabilities) targeted primarily towards children.

         Certain  statements  contained  in this  report,  including  statements
regarding  the  anticipated  reverse  merger of the  companies,  may  constitute
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995. Such forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking  statements.  Potential risks and uncertainties  include but
are not  limited  to,  such  factors as general  economic  conditions,  business
conditions in the children's  products industry,  the demand for the products of
the companies,  the ability of the companies to consummate a reverse merger, and
existing  operations  risks and  uncertainties  described  in reports  and other
documents  filed  by  Janex  International,  Inc.  from  time to time  with  the
Securities and Exchange  Commission.  Any of the assumptions of management could
prove   inaccurate,   and  therefore   there  can  be  no  assurance   that  the
forward-looking information will prove to be accurate.

                                        1


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       JANEX INTERNATIONAL, INC.


December 28, 1998                      By: /s/ Vincent W. Goett
                                          --------------------------------------
                                           Vincent W. Goett
                                           President and Chief Executive Officer




                                        2